Examples of EBS Master in a sentence
The parties each acknowledge and agree that no Class B Shares may be Transferred unless a corresponding number of units of EBS Master are Transferred therewith (including any issuances or transfers of Class B Shares, held in treasury or otherwise, by the Company or any of its Subsidiaries) and that the Company will not register any Transfer of Class B Shares that does not satisfy this Section 6.5.
The Parties hereto acknowledge and agree that nothing in this Section 7.2(a) shall affect the rights of the members of EBS Master under the Amended EBS Master LLC Agreement.
If to the Company, EBS Master or the Plan Member, addressed to it at: 0000 Xxxxxxx Xxxx, Xxxxx 0000 Xxxxxxxxx, XX 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: General Counsel With copies (which shall not constitute notice) to: Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx X.
Notwithstanding the foregoing, (i) the Company, (ii) GA Stockholders holding Shares with a majority of the Voting Power of all Shares then held by the GA Stockholders and (iii) HF Stockholders holding Shares with a majority of the Voting Power of all Shares then held by the HF Stockholders, may amend this Agreement pursuant to Section 2.3 of the Reorganization Agreement (as defined in the Amended EBS Master LLC Agreement) without the consent of any other Person.
Any and all increases to Executive’s base salary (as it may be increased, the “Base Salary”) shall be determined by the Board of Directors of EBS Master LLC (the “Board”) (or such committee as may be designated by the Board) in its sole discretion.
The undersigned hereby agrees to be bound as a Guarantor for purposes of the Second Lien Guarantee Agreement, dated as of November [ ], 2006, (the “Guarantee Agreement”), by EBS Master LLC and the Subsidiary Guarantors party thereto and acknowledged by Citibank, N.A., as Administrative Agent and Collateral Agent, and the undersigned hereby acknowledges receipt of a copy of the Guarantee Agreement.
Company and I acknowledge that in addition to this Agreement, I have entered into a Restrictive Covenant Agreement with and among EBS Master LLC, a Delaware limited liability company, Envoy LLC, a Delaware limited liability company which is a wholly-owned indirect subsidiary of EBS Master LLC, Emdeon Merger Sub LLC, a Texas limited liability company which is a wholly-owned subsidiary of Envoy LLC, and eRx Network, L.L.C., a Texas limited liability company.
To the Knowledge of the Emdeon Entities, the private placement memorandum delivered prior to the date hereof to the Company Member Equity Recipients in connection with the contemplated issuance of the EBS Master Units pursuant to the terms of this Agreement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 4.3 of the Emdeon Disclosure Schedule sets forth, as of the date hereof and immediately prior to giving effect to the transactions contemplated hereby, the members of EBS Master and the number of units of EBS Master held by such members.
EBS Master LLC hereby acknowledges the sale, assignment, conveyance and transfer by Seller to the Company of the number of EBS Units set forth under Seller’s signature hereto and shall cause Exhibit A to the EBS Master LLC limited liability company agreement to be amended to reflect the sale and transfer of EBS Units as contemplated in the Unit Purchase Agreement and herein.